Freaks & Geeks
by beautiflxoblvn
Summary: "It's 'come as you aren't night! The perfect chance for a girl to get sexy and wild, with no repercussions." Halloween PWP.


**Okay – So before all of you attack me for being a giant liar, let me tell you what's been going on in my life.**

**I know I promised you this story on Halloween night, but as I jumped into editing it I realized I one hundred percent hated the original ending I had written, and rather than post something I wasn't happy with, I decided it would be better to take a little extra time and make it something we could all enjoy.**

**Also, I for the first time in six years I started a new job this morning, and I had spent almost all my free time (aside from when I was lying in bed on twitter) prepping myself and psyching myself up for this huge change. Meanwhile my other job was so busy I never even got a chance to slow down and transition into my new position there so I've literally been so exhausted.**

**Anyways, here it is, and I hope you enjoy it. It's just a little Halloween PWP but I really loved the idea of this from the second I got it. It is a one shot and I will not be writing a sequel, but if anyone else is interested in doing so you're more than welcome, I just ask that I get a shout out for the original story when you post it.**

**Enjoy!**

**oOo oOo oOo**

**~FREAKS & GEEKS~**

Ally walked through the halls of school, in what felt like slow motion, with her head held high. She was a little nervous, but she hid it well.

It was Halloween, and everyone in school was dressed up in costumes of their choice. There were ninja's, ninja _turtles_, a headless horseman, sumo wrestlers, bumble bee's, Mario and Luigi, little red riding hood, Dorothy from Wizard of Oz, several variations of witches, Dez dressed as a mad scientist, Trish in her Tinkerbell costume, basically anything you could think of, someone had dressed as it. She had thought about re-wearing her _Galexis Nova_ costume from last year, especially since it had cost so much, and she even considered being the Peter Pan to Trish's Tinkerbell, but ultimately she had gone with what made her feel just down right _good_.

The people lining the halls stopped and stared, mostly wide eyed and not believing the sight before them. She supposed she couldn't blame them. They had definitely never seen her dress like this before. If someone were to stop gawking at her long enough to ask her what she was supposed to be, she would answer with the only thing she could think.

She was being herself.

Granted, it was a much different Ally than people were used to seeing, but it was still part of her that had always existed, she just never had the courage to show it before.

Today was different, though. It wasn't as if she was just suddenly acting out or looking for attention, not from the student body anyways. There was only one 'body' in mind that she wanted to impress, but that was beside the point.

It was Halloween.

Today was the perfect sneak peek into what would come in the future, when she made it big and people all over the world knew her name and her voice and her image. _This_ was the image she wanted people to see.

_Finally me, right?_

As she pondered over what to wear for the holiday the night before only one thing kept sticking in her mind, a line from a beloved television show she had watched as a kid, and of course the rerun had been on and had gotten her in the spirit. "_It's 'come as you __aren't__' night! The perfect chance for a girl to get sexy and wild, with no repercussions."_

She wanted people to be wowed by her, and this was the one thing she owned that she knew would do the trick, now she just needed to see what _he_ thought of it.

Ally rounded the corner and her eyes fell upon the open door to her homeroom class. She smiled, took a deep breath, and placed her hand on her hip as she made her grand entrance.

**xXx XxX xXx**

Austin sat in his seat in homeroom, doing his best to mimic the schools biggest nerds with his mannerisms and the pushing of his fake thick-rimmed glasses up on his nose, thus making the girls in the classroom blush and giggle at his adorableness.

That was nothing new. He knew with very little effort he could have any girl he wanted in this school.

Well, almost any girl.

There was only one girl in particular that would always have all his attention even when all the other girls vied for it. His socially awkward, adorably petite songwriter. They had tried the dating thing a while back and it hadn't worked out, but that didn't mean he hadn't wanted it to… that he _still_ wanted it to.

Sometimes he would catch himself staring at her lips too long or getting overly sappy when going over certain song lyrics in the practice room. They always seemed to be love songs or songs from one lover to another and he secretly hoped she was thinking of him when writing them.

God knows she was the object of every lyric _he'd_ ever written.

Even the shared time on the bus for their last month together on tour had been so thickly lined with sexual tension he would have to sneak away to the rest stop bathroom in the middle of the night to _calm himself down_.

It wasn't easy having her walking around in her barely-there sleep wear.

He turned forward in his seat and looked to his right at the empty desk beside him. _Where was she, anyway?_ Normally she beat him here every morning, or would be dragging him into the classroom so _he_ wouldn't be late. It wasn't like her to not be here yet.

With a sigh and a shrug he opened up his spiral notebook and pushed up on his fake glasses once again, looking down at a few lyrics he had been jotting down the day before and tried thinking of some more to add. This was always easier when Ally was around because she would just peek over his shoulder for a moment, nod her head and give him suggestions like it was the easiest thing in the world.

That was one of many reasons why he loved her. She was just so good at knowing what was right; in songwriting and just in general.

High heels could be heard clicking against the floor as the wearer neared the classroom and Austin assumed it was the teacher, and that only concerned him more because Ally still wasn't here and she hadn't texted him saying she was going to be late. Without lifting his head he reached into his pocket and grabbed his cell phone, ready to shoot her a quick text when the room went nearly silent, save for a few different people gasping in disbelief.

"_What the-"_

"_Oh my god…"_

"_Hot damn…"_

"_Is that-"_

Austin raised his head to see what all the fuss was about and the sight that met his eyes caused him to drop his phone on his desk with a thud. "Ally…" he breathed, his eyes bulging, among other parts of his body, as he watched her walk fully into the room.

The girl – _the woman_ – entering the room before him could _not_ be his best friend; could _not_ be his songwriter; could _not_ be his Ally…

Her hair was long, parted on the side and cascaded down, slightly curling at the ends and around her eyes to create what he could only describe as the Victoria's Secret Angel effect… and **fuck** had she been successful.

Her skin was slightly tanned, like maybe she'd gotten a spray tan or laid out in the sun for a few hours the day before, it had been a particularly sunny evening, staying muggy and hot late into the night. The image he had of her in his head wearing nothing but a skimpy bikini had him stiffening up in his seat. The image of her completely naked in a tanning booth was causing even more of a… _problem_.

Her eyes had a dark smoky shadow over them, her eyeliner and mascara framing her beautiful chocolate eyes in a way that screamed sex at him. Her lips - a soft nude gloss plumping them just perfectly as they curled into a sultry smile.

Austin, along with every other guy in homeroom that morning, let their eyes drop past strong curvature of her jaw, down past the dip of her throat, past the unbelievable cleavage he didn't even realize she had, to the scrap of fabric she called a dress. The tight black material clung to her every curve, showcasing them for the world to see when normally she would cover them with layers or jackets.

The hem came to an end much too quickly for Austin's liking… or much to his liking, he hadn't exactly decided yet. Her thighs were totally exposed, the black material only barely covering her perfect ass and showcasing her strong thighs. He let his eyes follow the impossibly long expanse of her tanned legs, nearly choking on his tongue when he saw the way her strappy stiletto heels wrapped up and around her calves, grasping them the way he wished his hands could be doing while he kneeled down in front of her…

"Ally," a surprised and clearly pleased Dallas praised from his seat near the front of the classroom. "Lookin' good…"

Austin watched with anger as Ally batted her long eyelashes at the boy she once fawned over, smiling and giving him a sweetly devilish _thank you_ before raising her dark eyes and skimming the class to finally meet his own.

He knew he was staring at her body, and he knew she was staring at _him_ staring at her body, but he couldn't seem to care. After all, what did she expect when she came to school wearing that? And if she was going to let every other guy in school stare at her goods, then he'd be damned if he wasn't going to be able to as well.

"Take a picture, Austin," she stated with a twinkle in her eye, placing her hand on her hip and drawing his attention up from her body to her face once again. "It'll last longer."

She was flirting with him, he could tell, and he'd by lying if he said he wasn't completely turned on by it.

The students all turned and looked at him after her comment and he could feel his face getting hot, not for the added attention, he was used to that, but because as everyone else was looking at him, he was looking at Dallas and Trent staring at Ally's ass.

Oh hell to-the no.

With a gulp and a flash of anger Austin stood from his desk, sliding it on the floor with the force of his movement as he grabbed his belongings and stormed toward her.

Ally's smile morphed to a look of surprise as Austin, his angry expression still set firmly in place, grabbed her elbow with a vice-like grip and whirled her around, pulling her out of the classroom just as the morning bell was ringing.

He paid no attention to the teacher calling out after them as they passed her and left the room without permission.

"What do you think you are doing?" Ally exclaimed as he pulled her by the arm down the empty hall toward their lockers, where he wished he had a jacket hanging so that he could wrap it around her to hide her succulent body from all other prying eyes.

Curse the sweltering Miami heat.

"You are not wearing that here," he breathed.

"Who are you, my father?" she scoffed as her heels clicked along the floor, her eyes betraying her annoyance by skimming over the way Austin's taught shoulders flexed under the ugly green material of his shirt and down over his perfect round butt.

Those khaki's were doing him some good… _real_ good.

Austin ignored her question, weaving and wading through the halls until he reached his locker and began twisting in his combination one-handed. Of course, because that was his luck, a group of guys turned the corner and began walking down the hall in their direction. He looked at them down the hall and huffed in frustration. _Of all the people in school and all the halls…_

Panicking, and not wanting a single eye to land on his girl in her current state, Austin looked around for some kind of barricade, failing miserably as the voices nearing grew louder and louder as the distance between them and Ally decreased by the second. Quickly, he opened his locker door and yanked Ally in so she was pressed between him and the open space of his locker, hidden from the passers-by just in the nick of time.

He did _not_ miss the way her boobs smushed up against his chest with the lack of space he allotted her, looking impossibly more plump and delicious, and he also didn't miss the reaction the lower half of his body was having to the peripheral sight in front of him. If he looked down at all he would be looking right in to her enhanced cleavage, and she would no doubt begin to feel the effect it was having on him.

Ally glared at him and ignored the way his mixture of body wash and cologne invaded her senses and made her knees weak as he shielded her from view from the group of people walking by. "What are you-"

Austin pressed the palm of his hand against her mouth to silence her and immediately regretted it because all he could feel was the warmth of her full soft lips, and he wanted nothing more than to shove her to her knees and have her wrap them around his growing cock.

He mentally scolded himself. He couldn't think that way. It would only make things worse.

The group of students passed fully, and both Austin and Ally watched carefully to be sure none of them would turn around and give them a second thought. None of them did, and Austin relaxed slightly. He refused to meet Ally's eyes as he pulled his hand away from her lips, knowing exactly what he wanted her to be doing with them, and moved her out of the way as he tossed his notebooks inside and closed his locker with a slam, pulling her in the opposite direction of their homeroom.

"Where are we going?" Ally spat angrily, irritated that Austin had 1) such a strong grip on her elbow that she couldn't wrench herself free, and 2) caused her to miss her class, thus tarnishing her perfect attendance record.

If she really thought she was in any danger she could have gotten out of his grip, but it was Austin, and she knew him better than that.

She also kind of liked it.

"We are going home, and you are taking that thing off," he said matter-of-factly as he motioned up and down her body, and this caused Ally to raise a brow.

"Uh, says who?" she asked defiantly, a small smirk fighting its way to the surface at the naughty thought that popped in her head.

"Says me!" Austin said as he pushed open the main door to the school and pulled her outside, straight towards the school parking lot where his new car was waiting for them.

For the first time since he'd bought the thing he was glad it had such dark tinted windows. He had never seen the point, he liked for people to be able to see him when he was driving.

Not today.

Austin fished in his pocket for his keys and panicked slightly when they weren't there, then he patted his left side with his opposite hand and felt the metal objects resting inside.

Ally had watched with amusement as the dilemma before him unfolded. His silly khaki pants had seam-side pockets, and to reach his keys he would either have to let go of her arm and risk her running in order to grab them himself, or…

Ally, in her brave and cocky state, arched a brow at him causing him to be taken aback for a split second, and then she did the worst possible thing she could have ever done. She reached into his pocket and grabbed the keys herself, the very tips of her fingers brushing the offending bulge in his pants caused by her overall appearance as she fished for the metal objects for just slightly longer than necessary.

Austin flinched when she'd touched him and his cheeks blushed wildly as he dared to raise his eyes to her. He tried to look angry with her as she smiled triumphantly and dangled the keys in front of him, but his look came out as more of a desperate glare.

Ally's cheeks flushed only a little.

She hadn't _meant_ to touch him there… and she hadn't known he was going to be as… _excited_ as he was. It had been a complete accident, but she wasn't sorry in the least bit that she was the one who had caused it in the first place. In fact, she was quite thrilled and proud of the fact

Austin clenched his jaw as he pressed the unlock button on the key fob and wrenched the back door open, tossing her in like it was the easiest thing in the world.

"Oh my god," Ally shrieked as she hit the leather seat with a huff, spinning around just in time to have the door slammed in her face. "The back seat, really, Austin?!"

He smiled triumphantly to himself as he walked around the front of the car and adjusted himself in his pants, listening to her muffled protests through the glass before opening his door and sliding into the driver seat.

"The child locks too? Is this all really necessary?" she whined.

Austin shook his head as he stuffed the key into the ignition with shaky hands and roared the engine to life, listening contentedly as the aftermarket exhaust drowned out her protests.

"Obviously they were since you discovered they were on by _trying to open the door_," he said as he arched a brow at her through the rear view mirror.

Ally wasn't exactly sure why, but the image of him in the rear view mirror arching his brow at her suddenly seemed like the hottest thing in the world. She was feeling especially confident in her current state of dress and thanks to all the guys, and even some of the girls in school who reacted positively to her little make over, she had the extra boost she needed to do something she'd been dying to do since she and Austin had shared their 'fake' kiss for Dez's _Rockumentary_.

With a deep breath Ally lurched forward and leaned over between the two front seats of Austin's car, reaching forward and slapping his hand out of the way before pulling the key from the ignition and throwing it into the backseat behind her.

"Ally, what-"

"Tell me you think I'm pretty," she demanded.

Austin grew red in the face, trying very, very hard not to look at her boobs that threatened to spill out of her dress in her current bent-over position. "What? Why? You already know I think you're pretty."

"How am I supposed to know that? You've never actually told me," she said angrily.

Austin craned his neck and looked at her like she had two heads. Was she being serious? Was that what this whole charade was about; why she was wearing that dress and turning heads like never before? Because she thought he didn't think she was pretty?

He was pissed. She should know better. Just because he never actually said the words out loud, didn't mean he didn't say it with his lingering glances, with his touches, with his smiles at her every single minute of every single day. It was all he could do not to throw her over the hood of his car moments ago and just take her as his right then and there, for the whole world to see.

She was lucky he had more respect for her than that. Otherwise he would have. Onlookers be damned.

"Ally you're so pretty," he sighed. "So _gorgeous_ that half the time I can't even stand it."

Ally blushed and swallowed so hard she practically gasped when she was done, breathing heavily through her mouth.

"And right now," he said in a dangerously low voice as he let his eyes drop down her body once again, this time openly checking her out and staring at her cleavage without a care in the world. "Right now you're making it very hard to maintain self-control for the sake of this friendship."

Butterflies soared in Ally's belly as she looked at the hungry look on Austin's face. She wanted him so badly, and she was beginning to forget the reasons they decided they should stay just friends last year. She wanted him, and he wanted her. Where was the wrong?

"Prove it," Ally demanded in her boat of confidence.

Austin's jaw ticked at he looked at her, his eyes slowly roaming and appraising her body at the sight of her leaning over his seat. He was drinking her in.

Ally's eyes flicked to his hand that was clenched on the center console and then back to his face. She licked her lips and worried the lower one between her teeth before she grabbed his hand and slowly brought it up to her chest, opening his palm and placing it firmly over her breast, watching as he squeezed and clenched his jaw to match. "Ally…" he warned.

"I said," she began again as she guided his hand so that his fingers were lacing beneath the black stretch material of her dress and into her push up bra, feeling her heated flesh directly. "Prove it. Show me what you really want from me," she practically whispered, shivering at the intense look he was giving her as he finally responded and squeezed her bare breast in his hand.

She whimpered. She was done playing the little innocent girl people always made her out to be. For once, she was going to get what she really wanted.

"I want you to lose control…"

Austin pounced like a wild animal. In a flash of movement he pulled her down from the back seat into his lap, crashing his lips into hers for an intense kiss as he sucked in air through his nose and rolled her head in time with his for a long moment before pulling away just as quickly.

He pinched her nipple between his calloused fingers.

"Are you sure?" he whispered, giving her one last out before he really lost all ability to make smart decisions. He was finally going to let his body do the talking.

Ally bit her lip again and nodded, tangling her fingers into his neatly combed hair and lightly scraping his scalp. "Yes."

He let out a strangled whimper and tangled his free hand into her hair, pulling her to him and capturing her lips between his in a hot, heavy lip lock he was sure would leave her breathless.

She immediately smiled back into the kiss, and that boosted Austin's confidence ten-fold as she came to rest fully in his lap, her long legs stretched over the center console as her feet rested in the passenger seat. She moaned slightly as Austin parted his lips and encouraged her to do the same, only lightly brushing his tongue along hers for the first time.

Ally continued to massage his scalp and whimper into his kiss as she rolled her hips against his, feeling his arousal and successfully turning herself on even more than she already had been.

She opened her mouth wider to him and his tongue immediately explored deeper, his taste buds booming at the coconut flavoring to her lip gloss he was currently stealing from her. His left hand massaged her breasts, one and then the other as he pulled the top of her dress down to expose her chest, and his right hand grew a mind of its own and began to inch its way down below the hem of her dress to grip her smooth thigh, squeezing the juncture of her thigh and calf before it moved back up to grip the curve of her ass.

Ally's neck and face grew hot at the sensation. She'd never had a boy feel her up like this before, and certainly not one as hot as Austin. She was beginning to love the unseen power she had over him, and the power he clearly had over her.

She pulled back and gasped for air. Austin on the other hand immediately latched on her to her neck and began to suck, giving her tingling sensations up through her most private areas as he did so. She felt drunk, her head was spinning and her body was buzzing, and all she wanted was _more_.

Ally ground her ass down into Austin's groin, knowing full well that the poking she felt in her backside was the ever growing evidence of his arousal. She wanted to make him feel the way she felt. She wanted to feel his bare skin against hers, she wanted to see him come undone because of her.

She just wanted more of him.

"Austin," she breathed as she rolled her head to give him better access.

He didn't respond. He merely used his hands to cup her ass and squeeze as hard as he could as he dared to flick an exposed nipple with his tongue. This caused her to yelp and moan at the same time, grinding herself into him once again, ever grateful for the tinted windows.

"Oh my god," she moaned as she bit her lip to keep from yelling out again. "Fuck," she hissed.

Austin bucked his hips up into her at the sound of her cussing because of him. It was the sweetest sound in the world.

Ally moved her lips to his ear and nibbled on the shell for a moment before licking it as she ran her hands down the expanse of his rigid torso to the waistband of his pants, grazing her fingers teasingly over the buttons and zipper to the prominent bulge where her body was seated.

Austin groaned.

With her mouth still resting at the shell of his ear Ally moaned back and squeezed him, whispering. "Austin, baby take me home."

**xXx XxX xXx**

Ally gasped when she hit the bed and bounced, smiling nervously at him as he stared down at her and unbuttoned the silly green shirt he had been wearing, dropping it to the floor, and exposing his white wife-beater tank top. She remained mesmerized by the natural flexing of his arms and pecs as his body moved to rid itself of the tight white garment, her mouth watering and her groin tingling as he exposed his amazingly fit body to her hungry eyes and kept his lust filled eyes trained on her as he did so. She watched as he stepped closer to her, looking more like a famished animal than a normal human being.

It turned her on.

"I have a confession," she said breathlessly as she tossed her hair back over her shoulder and sat up, her hands supporting her on the mattress behind her. "I don't really know what I'm doing when it comes to making guys feel good…"

Austin smirked down at her and pushed his fake glasses up his nose. "I'll _tutor_ you…" he said in the lowest, sexiest voice he could muster without sounding ridiculous.

He reached down and ran his fingers down the expanse of her arm, starting at her shoulder and creating a trail of goose bumps in his wake as he reached her wrist. He grabbed her hand, pulling her into an upright position and brought it up to the buckle of his belt, resting her fingers there and dropping his own hands away. "Take it off," he demanded.

Ally shuddered in excitement and squirmed slightly to try and relieve some of her own arousal as she scooted closer to the edge of the bed and used both hands to undo his belt, slowly pulling the end through the buckle and pulling the leather accessory through the loops of his pants and dropping it to the floor.

Austin snaked a hand into her hair as he watched her move on to the button of his restricting pants, fighting back the urge to thrust his hips in her direction at the mere feel of her fingers brushing against his raging hard on through the material.

Ally looked up at him through her lashes as she popped the button open and unzipped his pants, wasting no time in pulling the sides apart and setting his member free from its confines.

His thick shaft bobbed out of his pants and boxers in front of her, nearly touching her face with its length and she unconsciously licked her lips when her eyes fell upon it.

She followed the sculpted 'V' shape of his abdomen and gut, following it down to her prize. Her mouth was watering just looking at him.

Austin saw this and it made him twitch in anticipation. Only an hour ago he was imagining this as he had her pressed against the lockers and now here they were, in his bedroom, alone, about to live the real thing for the first time.

"Give us a kiss…" Austin breathed.

Ally's heart thundered in her chest as she leaned forward, her eyes never leaving Austin's as she neared closer and closer to him, poking her tongue out and giving the swollen head a shy lick before placing just the tip between her lips and giving it her best open-mouthed kiss.

Austin's mouth dropped open at the sight and feel of Ally's lips pressing on the tip of his cock, and it made his abs twitch. Her mouth was hot, and wet, and put the exact amount of pressure on him that he craved. The sight alone was nearly enough to make him cum on the spot, but he clenched his teeth and held it together. He could not… _would_ not embarrass himself like that in front of her.

Yes, she was pleasuring him for that purpose, but that didn't mean it had to end so quickly. He wanted to be able to give it back to her as well.

He watched as she leaned forward once again and took more of him in her mouth, her eyes fluttering closed as she tasted the pre-cum weeping from the slit.

Ally was a little shocked with herself, and at the same time so insanely ecstatic and aroused that nothing was going to bother her now. The look of pure pleasure and lust on Austin's face as she experimentally licked and sucked on his member was enough encouragement to keep going.

His eyes looked like they wanted to close, like he needed to blink but he was afraid to. His gaze was locked on her mouth as he whispered profanity after profanity watching himself disappear further into her mouth until he felt himself hit the back of her throat.

Ally used her hand to squeeze what wouldn't fit it her mouth and pumped in time with her mouth, giving the sensation that she was able to tale all of him in.

"Fuck, Ally…" he hissed. "So perfect…"

Ally moaned when she heard her name come out of his mouth and he immediately began to flinch, the vibrating sensation it caused was becoming too much, and he wasn't ready for this to end just yet. He pulled out and leaned forward, grasping her shoulders.

"Mmmh" she sounded when he pulled himself from her mouth suddenly. She looked up at him with her wide doe eyes again. "Did I do something wrong?" she asked, nervous.

Austin laughed and shook his head, coming toward her and crawling over her onto the bed, fusing his mouth with hers once again. He was a little embarrassed that it had taken almost nothing to get him to his breaking point already, but he simply couldn't help it.

This was Ally.

His hand remained tangled in her hair as he lowered her back onto the mattress, his body pressing firmly against her own as he turned his head for deeper access to the cavern that was her luscious mouth.

Ally purposely rubbed her leg along his erection as he pulled back slowly, letting their lips peel apart at an agonizingly slow speed.

"No," he breathed against her mouth. "You were doing everything just a little too _right_."

Ally smiled and turned her head away from him as she bit her lip, feeling his swollen lips glide up along the side of her neck, nibbling on her pulse point as she used her heels to kick his pants and boxers the rest of the way off.

Austin rested his head in the crook of her neck as she did so.

"What are you doing?" he breathed hot against her already heated skin.

Ally smiled to herself when she heard the material hit the carpet with a light thud and could feel his bare legs encasing her own as they hung off the bed. "I've wanted this too long to just stop there because it felt _too good_," she said and Austin lifted his head to look at her, a mixed expression of surprise and excitement on his face.

Ally smiled seductively up at him as she placed both hands on his naked chest, flipping them over so she was straddling his naked waist. Aside from his costume glasses he was completely nude, and she sat back for a moment, noting the delicious poking in her backside, as she drank him in and looked down at him in all his glory.

Austin moved to grab the glasses and take them off and Ally reached forward and stopped him, smirking as she quirked a brow at him. "Leave them on," she demanded as she slid down his body.

Austin arched a brow and dropped his hands. "Is Allyson _I-still-don't-know-your-middle-name_ Dawson into role play?" he asked disbelievingly.

Ally purposefully rubbed her breasts against him as she slid down his body, watching his excited smile as she kneeled down on the floor, using his discarded pants to protect her knees from rug burn as she held his knees and leaned forward.

His thick dick stood tall and proud above him, hanging slightly over his belly with the sheer weight of it. Ally turned her head slightly and ran her tongue from the very base all the way to the tip of him before squeezing his knees and dropping her mouth onto him.

He immediately propped himself up on one elbow, looking down at her as he used his free hand to hold her hair out of her face as she went down as far as she could on him, using the flat of her tongue to massage the large protruding vein on the underside of his cock before pulling back up and repeating it, pushing herself to take more of him in her mouth each time.

Austin hissed with pleasure as his once best friend and now lover lavished his ever-growing cock with her talented tongue, watching in amazement as she would make it disappear into her mouth before pulling back and tickling him by grazing her teeth over the swollen head.

"Fuck," he moaned again as the grip on her hair got a little stronger.

Ally smiled over him, oddly turned on by his cussing, and flicked her tongue along the sensitive skin on the underside of him just beneath the head, a trick she may or may not have heard while hiding in a stall in the girls' bathroom, anxious to see his response. He did not disappoint.

As she continued to hum around him and flick her tongue on the skin beneath he the head, Austin once again began to twitch and sit up.

"No nono nonono…" he sputtered nervously as he pulled her face up again, thinking of anything he could to stop himself from exploding all over. He didn't want this to end so soon but the sheer circumstance of it all and her unbelievable sexiness was making it so hard not to.

Ally smiled to herself for a moment, proud that she could bring him to his breaking point so easily when she had no prior experience. Lucky for her she'd seen enough on the internet to know what felt good, and also that doing these things for someone like Austin made it enjoyable for both of them.

Suddenly Austin was hauling her up on top of him again. This time, however, he was pawing at her dress, pulling the wide straps down over her shoulders and leaning forward to bite her lip as he pulled down on the dress.

Ally shivered as the central air touched her skin, the dress bunching at her waist as he simultaneously pulled her arms and breasts out as well as pushed the lower half of it up to expose her center to him.

Austin choked on his tongue when he felt around for the elastic waistband to her panties and couldn't find one. Ally smiled into the kiss until he pulled back, looking for his shocked expression.

"Are you fucking serious?" he exclaimed, his cock jumping beneath her. "You didn't put on any underwear?"

Ally bit her lip and blushed. "It made lines and the thong I own was too uncomfortable."

Austin clenched his teeth to keep from just shoving her down on him and taking her virginity without permission. She was proving to be one amazing surprise.

Austin's breathing became labored as his eyes dropped to her lips again, gazing at them until he lurched forward and grabbed her lower lip between his teeth. "You," he began as he kissed her deeply, moaning into her as he pulled away only seconds later. "Are the sexiest woman I have ever laid eyes on," he said nipping her once more before his hand made its way to her center, rubbing lightly against her folds. "But don't you ever," _rub,_ "…ever," _rub, _"…go to school without any underwear on again."

Ally's mouth dropped open in a silent 'O' as Austin stroked her sensitive flesh.

"Fuck," he hissed again. He knew he must sound like a broken record at this point but he couldn't help it. She brought it out in him. "You're so wet," he whispered.

Ally shuddered at the feeling of him rubbing her. No one had ever touched her there. That was _her_ place and her place _only_, so why was it she was so willing to let Austin do whatever the hell he pleased with her?

She moaned and let her head roll back as he rubbed her up and down, his fingers using her own juices to lubricate her as he circled her clit.

"Is it for me?" he asked.

Ally couldn't form words as he hadn't even waited for her response before he slowly inserted one, then two fingers, gliding in and out so easily because of her intense arousal. All she could do was whimper and nod.

Austin smirked proudly to himself as he watched her face, watched her breasts heave with her labored breaths as he increased the pressure with his fingers, making sure to graze her clit on each downward stroke with the pad of his thumb. He was watching her face contort in pleasure, for something she had never experienced with another person in her life, and the idea of it all was turning him on even more.

He was getting blue in the balls with how many times he'd come close but stopped himself, and with how many things were turning him on more and more with no release.

Ally reopened her eyes and they stared at each other for what felt like eternity as he continued to fuck her with his hands. She could feel his dick straining against her and she wanted so badly to taste him again, to feel him come apart because of her.

She reached down and grasped him firmly with her hand, not worrying if she was squeezing too hard because he felt like solid steel wrapped in velvet in her hand. She couldn't break him if she tried.

He clenched his jaw again when he felt her squeeze him with her tiny hand. He needed more from her, and his mind went to that one thing he'd always wanted to try. He mused that it was now or never.

In a swift movement, Austin lifted Ally up and off of his lap, spinning her around so she was facing away from him. She squealed for a moment before he set her back down and laid back against the mattress, pulling on her thighs until her center was rested right above his face.

He smiled and the glorious sight before him.

Ally's eyes were big with wonder. Was he really going to-

Austin pulled her center down to his face and traced her inner folds with his fat tongue, scooping what juices she'd already secreted into his mouth.

His taste buds came to life.

Ally yelped out loud at the sensation that rushed through her body, all the way from the top of her scalp down through the tips her toes. "Oh my god…"

"Shit, Ally," he breathed into her. "You taste amazing…"

Ally moaned and looked down at the cock bobbing in her face and her mouth instantly started watering again. She lowered her mouth on him and immediately picked up a steady rhythm, her new angle allowing her to take him in deeper than before.

Austin lapped at her folds, using the only trick he had heard which was to spell out the alphabet with his tongue. He had gotten about half way through when he learned exactly which spots were the ones to hit and he abandoned the letter game, focusing on what was making her whimper and moan the loudest.

His hands wrapped up and around and squeezed her naked ass cheeks, loving that despite how small she was, she had amazing curves. His Ally had a little junk in her trunk and it made her all the more sexy in his eyes.

Ally wiggled her butt in the air, the sensations and pure pleasure he was causing with just his tongue already becoming too much, yet not enough. He was creating a whirlwind of pleasure, but he just wasn't _deep_ enough…

Once again Ally lowered her head as far down as she could go, this time successfully deep throating him for a moment before she had to pull back up and gasp for air. She coughed once as she caught her breath and fought her gag reflex, it was something she would work on to make every experience memorable for him. With her right hand she pumped his length, her thumb playing with the skin on the head of his cock as she lowered her mouth around the left side of him and wrapped her lips around on of his balls.

Austin's hips bucked as he gasped into her core.

She did the same with the other one, all the while pumping him furiously and scaling her fingers and nails over the sensitive head, and when she moaned around his balls he began to tense up.

She could _feel_ his breathing change against her as he tried to continue with his steady pace but he was twitching and becoming more erratic. His dick started to twitch and she made sure to move her mouth back onto him, wrapping her lips around him as she went down on him one, two, three more times before she hollowed out her cheeks and sucked hard, causing him to explode within her mouth.

Austin pulled his mouth away from her as he spewed profanities and squeezed her hips in his hands, feeling her swallow down around him drinking in every drop of cum his body had to offer.

Ally gulped down mouth-fulls of the hot sticky liquid and was careful to make sure none of it ended going up her nose. She sat still atop him as she felt him ride out his orgasm, his body tremors coming to a stop shortly after his spunk stopped spilling out. She lapped at him gently, not wanting to over stimulate him, but wanting to make sure she caught everything. She carefully scooped her tongue into his slit and got every last drop, making sure he was covered in nothing but a thin sheen of her saliva.

"Holy fuck," he finally stated after probably two minutes of nothing but heavy panting. "Ally what on earth has gotten into you?" he smiled, delirious and swimming from the amazing orgasm he'd just had.

"You," she smirked as she sat up and looked back over her shoulder at him, winking. "Well, not yet, but…"

Austin's smile broadened. _Did that mean…_

"Ally what are you telling me? Because if it's what I think it is I might die of happiness."

Ally chuckled and slipped off of him, pulling her dress the rest of the way down and discarding it on the floor with his clothing. "Well if you die that would make me a giant deviant for trying to have sex with you…"

Austin sat up and grabbed her around the waist, pulling her onto his lap as he scooted back against his head board. "Are you really saying what I think you're saying? You want to have sex?" he looked at her hopefully.

Ally blushed wildly and looked down at his cock, still hard and springing to life despite his recent orgasm. She couldn't help but feel like she was ready. She had an ache deep within that she was certain only he could ease, and she wanted it now more than ever.

She shifted slightly above him as she looked into his eyes, smiling shyly as she nodded and reached for the straps of her stiletto heels. Austin reached out and grabbed her hand, stopping her. She looked at him, confused, and he smiled sultrily at her as he pushed his fake glasses up on his nose once again, quirking a brow and mimicking her words from earlier.

"Leave them on."

Ally shuddered at the way he'd said it, and at the way his hands moved from her rib cage down to grip her hips.

"How do you want me?" he asked with a raised brow and an excited smile.

Ally was nervous. She'd heard on numerous occasions how much your first time can hurt, but from others they say it's not so bad. She looked down at him sitting beneath her, clad in nothing but his goofy costume glasses and smiled. He really was amazing. He was working so hard to contain his excitement but she could see it in his eyes how much he wanted it.

How much he wanted _her_. All it did was make her positive that he was what she wanted.

With a confident smile she swung her leg over the side of him and straddled him, poising him at her entrance as she smiled up at him. "Just like this," she whispered as she pulled off his silly glasses and gazed upon him.

He wasn't the nerdy dress-up anymore. He was just Austin. _Her _Austin.

She tossed the plastic spectacles aside and poised herself above him, rubbing the bulbous head of his cock against her clit and rising up and down to create friction, and began to lower herself down on him.

Austin kept his eyes trained on the spot where they connected, watching with amazement as inch after inch of him disappeared within her. He could feel it though, when he hit her barrier inside and his eyes flicked to hers immediately, watching as she took a deep breath and forced herself down, using him to break through and he could immediately see the pain spring into her features.

Austin quickly wrapped his arms around her and pulled her body against his, whispering calming words into her hair as her body adjusted to the new invasion.

Ally shuddered above him as she felt the piercing pain ripple through her abdomen. It wasn't as bad as she imagined, but it still hurt like hell when her hymen tore. She stayed still atop him for several minutes, panting and squinting as the shooting pains lessened and she became more acutely aware that he was now buried deep within her womb, still hard as ever.

She pulled back and looked him in the eye, swooning at the ever growing concern he wore on his face for her, and oddly enough that worked to make most of the pain go away and her arousal return.

"Are you alright?" he asked, panting himself. "Do you need me to get you anything?"

Ally shook her head and swallowed hard, letting out a slight gasp when the slight movement she made shot a jolt of pleasure up through her body.

Austin felt it too, because he clenched his jaw and had to fight to keep his eyes open when she squirmed on him.

Ally grew more bold, and carefully began to rock back and forth, re-stimulating her clit against his pelvis as he sat beneath her, gripping her hips with deadly force.

She moaned when she could finally feel the way his member rubbed against her inner walls, giving her that friction deep within her that she had been craving. She leaned back and placed her hands on his thighs, rolling her hips in a circular motion and throwing her head back when her entire body tingled.

"Fuck, yes," Austin hissed as he watched her ride him, her pert little breasts bouncing perfectly in front of him as she threw her head back. Her hair cascaded down her back and tickled his legs as her movements became more forceful. She had just made him cum only minutes ago and already he was about to explode a second time just at the sight of her enjoying herself with his body.

He wanted to feel himself cum within her, deep in her womb and feel her absorb all of him.

He was never more grateful he had rudely rummaged through her purse one night and stumbled across her birth control pills. He knew he had nothing to worry about and he hadn't even had to ask her.

Austin leaned forward again and with one arm he held Ally around the waist, and with the other he held himself up off the bed, digging his heels into the mattress and thrusting up and into her as she rocked back and forth on his cock.

"Oh my god!" she screamed as tidal wave after tidal wave of pleasure masked the cramping ache in her belly. What he was doing felt so amazing, she never wanted him to stop. "Oh, god… Yes!"

Austin clenched his jaw as he felt his balls start to tighten, signaling he was going to cum again.

"Say my name," he whispered to her, as he met her thrust for thrust, causing her eyes to snap open and her head to whirl upright as she looked at him, her eyes nearly black with lust. "Say my name, Ally…"

"Austin…" she panted and the sound of it alone had made his cock jump within her.

She liked it.

"Ungh, Austin!" she screamed as she felt a coil in her belly tightening. She was going to cum.

"Yeah, baby, that's it," he encouraged as he felt her inner walls beginning to flutter around him, clamping down when he leaned forward and sucked a hardened nipple into his mouth.

"AUSTIN!" she screamed one last time as she clutched his shoulders, her nails digging into him as her body stiffened above him. Her eyes squinted shut as her walls spasmed around him, the sheer force of her first real orgasm rocking her to her core.

Her vision went white, and she felt the sensation that she was falling, the only thing keeping her from toppling over were Austin's strong arms wrapped around her and pulling her to him.

Austin fought to hold on as she rode out her orgasm but the sheer force of her walls clutching him coupled with the way her tits were bouncing in his mouth while the screamed his name served to be too much. He couldn't hold it any longer, and he shot his load deep within her.

His hips jerked sloppily against hers and they both rode out the waves of their orgasms, brought on by each other as they let their voices mingle in a way like never before. They let their skin rub and slide as the mixture of their juices oozed and the sheen of sweat covered their bodies.

Ally threw her head back and smiled as she ground herself back and forth on him, moaning and smiling herself into oblivion as she listened to Austin repeating her name like a mantra.

Austin ground his hips with hers as he grazed his teeth over one nipple before the other, making her shiver and giggle in her delirium. He let her hardened buds go with a plop and he fell back against the headboard with a thud, panting and working to calm himself down.

Ally smiled and arched her back as she laid back against Austin's legs, his now softening cock still buried deep within her as she gave him the perfect view of where they were joined. He watched her, and smiled back when she giggled and her breasts bounced a little, all stretched out before him.

He held her around the waist and leaned forward, pressing his lips to her taught stomach and sighed in relaxation and joy.

"Wow," she said as she caught her breath and sighed in contentment. "That was so much better than I ever imagined it would be."

Austin chuckled his boyish chuckle and it warmed Ally's heart. She sat up and wrapped her arms around his neck, wincing slightly as the pain in her groin made itself known again for a moment, and epic reminder of what she'd just done with her best friend. She inhaled through her nose as she pulled his face to hers for a melt-worthy kiss.

She poured all of her emotions into that one kiss, rolling her head slowly and tightening her arms around his neck, pulling him as close to her as she could possibly get him, smiling and tingling when he moaned into the kiss and tightened his arms around her naked waist.

He leaned back against his headboard again, sighing and smiling into the kiss as temporary exhaustion began to overtake his body. He pulled back, once again doing it slowly so that their lips peeled apart at an agonizingly slow pace, thrilling and comforting her at the same time.

"Is this real?" he asked, his post-sex groggy voice something that Ally found amazingly lovable. "Did this day really just happen?"

Ally smiled and wrapped her arms up under his own and brought them up to hold his shoulders, hugging him tightly to her body. "Believe it Austin, its real."

He shook his head disbelievingly but couldn't shake the smile from his face, not that he'd even wanted to try. He was just so amazingly happy, and if he had things his way he'd never ever have to move from this spot.

Austin shook his head and smiled. "This is literally the best Halloween ever," he chuckled.

Ally smiled against him and lifted her head to look at him again, the butterflies in her stomach coming back to life the second she laid eyes on his sleepy smile and sex-hair.

He was perfect. This was perfect. _They_ were perfect.

She kept her arms wrapped around his neck and pulled her weight to her left, flipping them so he was laying on top of her, never pulling out as he began to harden yet again.

He smiled down at her and dipped his head, kissing her neck and grinding his pelvis into her again.

"Mmm" she moaned as he hit a new depth within her and she giggled. "You're insatiable."

Austin licked the side of her neck and nibbled her ear. "Isn't that a good thing?"

Ally bit her lip and let her hands wander to his backside, squeezing handfuls of his tender flesh. He growled.

"Being with you," she smiled as he lifted his head and looked down at her, pulling out and pushing back in with some force, causing her breasts to bounce. She smiled and held her own breasts to keep them from moving too much. "Makes me think of those three little words…"

Austin froze and stopped his movements, carefully looking down at her. "And what three words would those be?"

Ally bit her lip and used her heeled feet to pull him back into her again, both of them groaning when Austin's arms gave out and he landed fully on top of Ally, his mouth near her ear, and hers next to his. She licked the shell of his ear and nibbled the lobe before lifting her hips to thrust back at him, moaning slightly as she let her smile widen at his suspense.

"_Trick or Treat_…"

**END**

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